Risk-factor reduction has become an acceptable approach to cardiovascular disease (CVD) prevention/treatment. The results of clinical trials have demonstrated the effectiveness of programs in this area in reducing body size (% of body weight, girth, skinfolds thickness), blood pressure (BP), blood glucose, and serum lipids (total cholesterol, LDL-cholesterol, triglycerides). Through a cohort of at least 50 black females, ages 18- 75, with obesity as one of the CVD risk factors, this study will meet the following objectives: 1) Determine the effectiveness of a specially-designed, culturally sensitive life-style change program in CVD risk reduction; 2) Demonstrate the feasibility of a fat modified diet in reducing serum lipids, blood glucose, BP, and body size; 3) Examine the relationship between exercise and serum lipid fractions, particularly HDL. Using a prospective study design, subjects will undergo baseline measurement of medical and dietary data. The study period will include an initial; screening visit, a complete CVD risk factor evaluation, followed by an intense eight (8) month intervention period, and a post intervention evaluation. Subjects will attend bi-weekly exercise/fitness seminars along with weekly lectures, individual and group counseling sessions, and bi-monthly food-related activities (cooking demonstrations, grocery store tours, recipe testings, and dining-out seminars).